FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
                                (NO FEE REQUIRED)

For the fiscal year ended December 31, 2001

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
                                [NO FEE REQUIRED]

For the transition period from              to

                         Commission File Number 2-39458

                       ERIE FAMILY LIFE INSURANCE COMPANY

               (Exact name of Company as specified in its charter)

           Pennsylvania                                25-1186315

(State or other jurisdiction                       (I.R.S. Employer
 of incorporation or organization)                  Identification No.)

100 Erie Insurance Place, Erie, Pennsylvania             16530
(Address of principal executive offices)             (Zip code)

Company's telephone number, including area code   (814) 870-2000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $0.40 par value
                                (Title of class)

Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding  12 months  (or for such  shorter  period  that the  Company  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

              Yes    X                            No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Company's  knowledge,  in  definitive  proxy or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate the number of shares  outstanding  of each of the Company's  classes of
common stock,  as of the latest  practicable  date:  9,450,000  shares of Common
Stock outstanding on February 15, 2002.

                      DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the  Company's  Annual  Report to  shareholders  for the fiscal year
ended December 31, 2001 (the "Annual Report") are incorporated by reference into
Parts II and IV of this Form 10-K Report.


                                       1
<PAGE>



                                      INDEX


ITEM NUMBER AND CAPTION                                                    PAGE

                                     Part I

Item 1.    Business                                                          3

Item 2.    Properties                                                        7

Item 3.    Legal Proceedings                                                 7

Item 4.    Submission of Matters to a Vote of Security Holders               7

                                     Part II

Item 5.    Market for the Registrant's Common Stock and Related
           Shareholder Matters                                               8

Item 6.    Selected Financial Data                                           8

Item 7.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations                               8

Item 7a.   Quantitative and Qualitative Disclosures About Market Risk        8

Item 8.    Financial Statements and Supplementary Data                       8

Item 9.    Changes In and Disagreements With Accountants on Accounting
           and Financial Disclosure                                          8

                                    Part III

Item 10.  Directors and Executive Officers of the Registrant                 9

Item 11.  Executive Compensation                                            13

Item 12.  Security Ownership of Certain Beneficial Owners and
          Management                                                        21

Item 13.  Certain Relationships and Related Transactions                    23

                                     Part IV

Item 14.  Exhibits, Financial Statement Schedules and Reports
          on Form 8-K                                                       24


                                       2
<PAGE>



                                     PART I

ITEM 1.  BUSINESS

     Erie  Family  Life  Insurance  Company  (hereinafter  referred  to  as  the
     "Company" or "Erie Family Life") was  incorporated  in the  Commonwealth of
     Pennsylvania  on May 23, 1967 and commenced  business on September 1, 1967.
     The  Company is  primarily  engaged in the  business  of  underwriting  and
     selling  nonparticipating  individual  and group life  insurance  policies,
     including universal life, annuity and disability income products.

     The Company is owned 21.6% by the Erie Indemnity  Company  (EIC),  53.5% by
     the Erie Insurance  Exchange  (Exchange) and the remaining  24.9% by public
     shareholders, who are predominantly directors, agents and employees of EIC.
     EIC  is a  Pennsylvania  business  corporation  formed  in  1925  to be the
     attorney-in-fact  for the  Exchange,  a  Pennsylvania-domiciled  reciprocal
     insurance  exchange.  EIC's  principal  business  activity  consists of the
     management  of the Exchange.  EIC also is engaged in the  property/casualty
     insurance  business through its wholly owned  subsidiaries,  Erie Insurance
     Company,  Erie Insurance Company of New York and Erie Insurance  Property &
     Casualty  Company and through its  management  of Flagship  City  Insurance
     Company, a subsidiary of the Exchange.  Together with the Exchange, EIC and
     its  subsidiaries  and  affiliates,  including  Erie Family  Life,  operate
     collectively under the name "Erie Insurance Group."

Products

     The  Company's   portfolio  of  life  insurance  includes  permanent  life,
     endowment and term policies,  including whole life, mortgage and decreasing
     term, group, and universal life insurance. In terms of face value, new life
     business  issued  in 2001,  2000 and 1999 had a ratio of 8:1,  8:1 and 5:1,
     respectively,   of  term  insurance  to  whole  life  insurance   coverage.
     Contributing  to the  increase in this ratio has been the  introduction  of
     three new term life  insurance  products since late 1999. The ERIE Flagship
     TermSM,  introduced in late 1999,  was designed for sale of face amounts of
     $300,000 and above.  In the third quarter of 2001,  the Company  rolled out
     its two newest products - ERIE Target TermSM and ERIE Flagship Term2SM. The
     ERIE Target Term product has a minimum face amount of $100,000 and offers a
     very low initial  premium with rates  guaranteed for 10 years on all plans.
     The ERIE Flagship  Term2,  now Erie Family Life's most  comprehensive  term
     insurance plan for  individuals  desiring  substantial  coverage,  offers a
     minimum face amount of $100,000 and replaced the ERIE Flagship Term product
     for new policy sales after October 1, 2001.

     Life insurance  premiums and annuity deposits have been the primary sources
     of cash inflows for the Company. Net life insurance premiums by class, as a
     percentage of total sales, are as follows:

<TABLE>
<CAPTION>
                                                                 For the year ended December 31,

     Class                                          2001          2000         1999         1998         1997
     -----                                          ----          ----         ----         ----         ----
     <S>                                           <C>           <C>          <C>          <C>          <C>
     Ordinary Life (including Term,
       Whole Life and Universal Life)               94.0%         94.2%        93.7%        93.4%        93.3%
     Group and other                                 6.0           5.8          6.3          6.6          6.7
                                                   ------        ------       ------       ------       ------
                                                   100.0%        100.0%       100.0%       100.0%       100.0%
</TABLE>

     Certain  elements  of revenue  and  expense  reflect  the  requirements  of
     Financial  Accounting Standard (FAS) 97. FAS 97 prescribes a uniform method
     by which life  insurance  companies  record  certain  long-term  contracts,
     specifically  annuities,   universal  life,  and  other  interest-sensitive
     products.  This method  involves  separating  the  premium  income into the
     "premium" portion (shown in revenue) which represents  insurance protection
     purchased,  and the "deposit" portion, which represents funds to be held at
     interest for future uses. Under this standard, the "deposit" portion of the
     premium  received is accounted for using  methods  applicable to comparable
     "interest bearing obligations" of other types of financial institutions.


                                       3
<PAGE>



     The  Erie  Insurance  Group  affiliated  property  and  casualty  insurance
     companies  periodically  purchase  annuities from the Company in connection
     with the structured  settlement of claims.  Structured settlement annuities
     sold  to  affiliated   property/casualty   companies  totaled  $12,878,769,
     $16,167,642 and  $23,312,225 in 2001,  2000, and 1999,  respectively.  Also
     included in the annuity  deposits  are annuity  contracts  purchased by the
     Erie Insurance Group Retirement Plan for Employees. These annuity contracts
     totaled $4,513,441 in 2001, $5,626,892 in 2000 and $5,321,738 in 1999.

     Annuity deposits by class are as follows:

<TABLE>
<CAPTION>

                                                                            For the year ended December 31,

       Class                                      2001              2000           1999             1998            1997
       -----                                      ----              ----           ----             ----            ----
       <S>                                   <C>              <C>             <C>              <C>             <C>

       Universal Life Deposits               $    12,238,438  $   11,198,124  $    11,792,172  $   10,692,515  $    10,733,738
       Annuity Deposits                           69,754,071      51,060,326       67,114,641      56,727,779       58,306,640
                                             ---------------  --------------  ---------------  --------------  ---------------
                                             $    81,992,509  $   62,258,450  $    78,906,813  $   67,420,294  $    69,040,378
</TABLE>

     Annuity product offerings compete with other available  investment products
     including,  but not limited to, common and preferred stocks,  bonds, mutual
     funds and other instruments. The Company's ability to attract policyholders
     depends  in  large  part on the  relative  attractiveness  of its  products
     compared to other investment alternatives  commercially available.  Factors
     such as the interest  rate  environment  and the  performance  of the stock
     market influence this ability.

     The Company reinsures a portion of its business under a number of different
     reinsurance  agreements.  The  primary  purpose of this  reinsurance  is to
     enable the  Company to write a policy in an amount  larger than the Company
     is willing to assume for  itself.  The  secondary  purposes  are to receive
     commissions on the  reinsurance  ceded and in some instances to participate
     in the profits of the reinsured  business by way of an  "experience  rating
     refund." The Company currently reinsures with other insurance companies the
     portion  of  the  insurance  coverage  above  acceptable  retentions.   The
     retention  limits on an acceptable risk is generally  $300,000 per life for
     individual  and $200,000 per life for group  coverage.  For its  disability
     income  product,  the  Company  has  a 50%  coinsurance  agreement  with  a
     nonaffiliated reinsurer. The Company has a 50% coinsurance agreement,  with
     a maximum retention of $300,000, with nonaffiliated reinsurers for its ERIE
     Flagship  TermSM and ERIE Flagship  Term2SM  products.  For its Erie Target
     TermSM product, the Company has a 90% coinsurance agreement, with a maximum
     retention of $300,000, with nonaffiliated reinsurers.

Marketing

     The  Company  markets its  products  through  independent  agents in eleven
     jurisdictions.   The   2001   statutory   direct   premiums   and   annuity
     considerations  for  those   jurisdictions  is  made  up  of:  Pennsylvania
     (64.76%),  Maryland (7.33%), Ohio (6.84%), Virginia (6.50%), North Carolina
     (4.35%),  West  Virginia  (3.81%),  Indiana  (3.13%),   Tennessee  (1.10%),
     Illinois (.55%), and the District of Columbia (.04%). The policies sold are
     evaluated  by  the  Company's  Underwriting  Department  which  accepts  or
     declines  applicants for insurance.  Premium on policies which are accepted
     may be standard or rated, depending on the nature of the risk.

Competition

     The Company  operates in a highly  competitive  industry  which consists of
     numerous  stock and mutual  life  insurance  companies.  A large  number of
     established  insurance  companies  compete  in states in which the  Company
     transacts business and many of these companies offer more diversified lines
     of insurance  coverage and have substantially  greater financial  resources
     than does the Company.  Competition  is based  primarily on price,  product
     features,  availability of insurance products and the financial strength of
     the Company.


                                       4
<PAGE>



     Federal  legislative  initiatives on financial  services  reform,  begun in
     1997,  culminated  in the  enactment  of  Senate  Bill 900,  the  Financial
     Services  Modernization Act, which significantly  changes the way insurance
     companies,  banks and securities  firms are regulated.  The  elimination of
     some regulatory  barriers to banks entering the insurance  market,  privacy
     initiatives concerning the consumer data held by financial institutions and
     the  interjection  of federal  government  agencies into the  traditionally
     state-regulated  insurance  industry may materially change the ground rules
     under which insurance products are marketed.

     Additionally,  current and proposed future federal  measures may affect the
     way the life insurance  industry  distributes,  prices,  and services their
     products.  These proposals may include  possible  changes to laws governing
     the taxation of insurance companies and life insurance products.

Insurance Liabilities

     The  Company  establishes  and  maintains  actuarial  reserves  to meet its
     obligations on life insurance,  disability  income,  and annuity  policies.
     These  reserves  are amounts  which,  with  additions  from  premiums to be
     received  on  outstanding  policies  and  with  interest  on such  reserves
     compounded  annually  at  certain  assumed  rates,  are  calculated  to  be
     sufficient to meet policy  obligations at death,  disability or maturity in
     accordance  with the  mortality  and  morbidity  tables  employed  when the
     policies are issued.

     Reserves  for  life  insurance  and  income-paying  annuity  future  policy
     benefits have been computed  primarily by the net level premium method with
     assumptions as to anticipated mortality, withdrawals, lapses and investment
     yields.  Disability income reserves are calculated as two-year  preliminary
     term mid-terminal reserves plus unearned premium reserves. Deferred annuity
     future policy  benefit  liabilities  have been  established  at accumulated
     values without reduction for surrender charges. Reserves for universal life
     and deposit contracts are based on the contract account balance,  if future
     benefit  payments in excess of the account balance are not  guaranteed,  or
     the  present  value of  future  benefit  payments  when such  payments  are
     guaranteed.  Variations  are  inherent  in  such  calculations  due  to the
     estimates  and  assumptions  necessary in the  calculations.  Interest rate
     assumptions for non-interest sensitive life insurance range from 3.5% to 4%
     on  policies  issued  in 1980 and prior  years and 6% to 7.25% on  policies
     issued in 1981 and subsequent years.  Mortality and withdrawal  assumptions
     are based on tables  typically  used in the  industry,  modified to reflect
     actual experience where appropriate.

     Universal  life and annuity  deposits  are credited  with varying  interest
     rates  determined  at the  discretion  of the  Company  subject  to certain
     minimums. During 2001, interest rates credited ranged from 6.0% to 6.75% on
     universal life deposits and 5.0% to 6.25% on annuity  deposits.  There were
     no material  differences  between the carrying  value and fair value of the
     Company's investment-type policies at December 31, 2001.

Insurance Regulation

     The  Company is subject to  supervision  and  regulation  by the  insurance
     departments of the states in which it does business. Although the extent of
     the  regulation  varies  from  state to state,  generally  the  supervisory
     agencies are vested with broad  regulatory  powers relating to the granting
     and  revocation  of  licenses  to transact  business,  regulation  of trade
     practices,  licensing  of agents,  approval  of policy  forms,  deposits of
     securities  as for the  benefits  of policy  owners,  and  investments  and
     maintenance of specified  reserves and capital,  all designed primarily for
     the  protection  of  policy  owners.  In  accordance  with the rules of the
     National  Association  of Insurance  Commissioners  (NAIC),  the Company is
     examined periodically by one or more of the state supervisory agencies. The
     last completed examination of the Company was conducted by the Pennsylvania
     Insurance  Department  and covered the five years ended  December 31, 1995.
     The  Company is  currently  being  examined by the  Pennsylvania  Insurance
     Department for the five year period ended December 31, 2000.


                                       5
<PAGE>



     The Commonwealth of Pennsylvania follows the statutory accounting practices
     minimum  risk-based capital  requirements on domestic  insurance  companies
     that were developed by the NAIC. Companies below specific trigger points or
     ratios  are  classified  within  certain  levels,  each of  which  requires
     specified  corrective  action.  The formulas for  determining the amount of
     risk-based  capital  specify various  weighing  factors that are applied to
     financial  balances or various  levels of activity  based on the  perceived
     degree  of  risk.  These  formulas  determine  a  ratio  of  the  company's
     regulatory  total  adjusted   capital  to  its  authorized   control  level
     risk-based capital, as defined by the NAIC.

     The NAIC levels and ratios are as follows:

                                             Ratio of Total Adjusted Capital to
              NAIC Required                 Authorized Control Level Risk-Based
              Regulatory Event                  Capital (Less Than or Equal to)

              Company action level            2 (or 2.5 with negative trends)
              Regulatory action level         1.5
              Authorized control level        1
              Mandatory control level          .7

     Erie  Family  Life has  regulatory  total  adjusted  capital of almost $126
     million and a ratio of total adjusted  capital to authorized  control level
     risk-based  capital of more than 8:1 at December  31, 2001.  The  Company's
     ratios   significantly   exceed  the  minimum   NAIC   risk-based   capital
     requirements.

     The  NAIC  adopted  the  Codification  of  Statutory  Accounting  Practices
     (Codification),  effective January 1, 2001, as the NAIC-supported  basis of
     accounting.  The  Codification  was approved with a provision  allowing for
     prescribed  or  permitted  accounting  practices to be  determined  by each
     states' insurance commissioner.  Accordingly, such discretion will continue
     to allow prescribed or permitted  accounting practices that may differ from
     state to state.  The Company  follows  complete NAIC  statutory  accounting
     practices, with no permitted or prescribed deviations from the Pennsylvania
     Insurance Department. The Codification resulted in changes to the Company's
     statutory-basis  financial  statements,  the most significant of which were
     the recording of statutory  deferred taxes and the  elimination of the cost
     of collection liability.  The total net cumulative adjustment increased the
     statutory surplus by $3,388,534.

Employees

     Services of 128 full-time  Employees are provided  through EIC. Five of the
     employees  are  officers.  Employee  expenses  along with  other  operating
     expenses are paid by EIC and  reimbursed by the Company on a monthly basis.
     None of the Employees are covered by collective  bargaining  agreements and
     the Company believes its Employee relations are good.

Other Data
                    The  Company's  Lapse  Rate  for  2001 and 2000 was 5.8% and
                    8.5%, respectively.

                    Total Life Insurance In Force for the last five years Net of
                    Reinsurance was:

                                2001 - $14,790,984,000
                                2000 - $13,918,295,000
                                1999 - $13,031,594,000
                                1998 - $11,961,512,000
                                1997 - $10,754,141,000

     "Safe Harbor" Statement Under the Private Securities  Litigation Reform Act
     of 1995: Certain forward-looking  statements contained herein involve risks
     and  uncertainties.  Many  factors  could  cause  future  results to differ
     materially from those  discussed.  Examples of such factors include but are
     not limited  to:  better (or worse)  mortality  rates,  terrorist  actions,
     changes in insurance  regulations  or  legislation  that  disadvantage  the
     Company in the  marketplace  and  recession,  economic  conditions or stock
     market  changes  affecting  pricing or demand  for  insurance  products  or
     ability to generate investment income and returns. Growth and profitability
     have been and will be  potentially  materially  affected by these and other
     factors.


                                       6
<PAGE>



ITEM 2.  PROPERTIES

The Company owns real property for investment purposes as provided in Schedule I
"Summary  of  Investments  other  than  Investments  in Related  Parties."  This
investment property, located in Allentown,  Pennsylvania, is leased to EIC and a
nonaffiliated  business.  Rental income for 2001 was $353,760. The executive and
administrative  offices of the Company are located in the headquarters office of
Erie Insurance  Group in Erie,  Pennsylvania.  The Company pays other members of
the group an amount  determined by an agreement for office space and for the use
of facilities, equipment and services.


ITEM 3.  LEGAL PROCEEDINGS

The Company is not involved in any material pending legal proceedings other than
ordinary routine litigation incidental to its business.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters  submitted  for a vote to  shareholders  during the fourth
quarter of 2001.


                                       7
<PAGE>



                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS

The  information  set forth on page 25 of the  Company's  2001 Annual  Report is
incorporated herein by reference. The following sets forth the range of high and
low closing prices of the Company's stock by quarter:

                                 2001                            2000
                           Low          High                Low          High
First Quarter              16           17 1/2              17 5/8       20 3/4

Second Quarter             16 3/4       18 3/4              17 3/8       21

Third Quarter              17 4/5       21                  18           19 1/2

Fourth Quarter             19           21 3/4              16           19

The amount of  dividends  the  Company can pay to its  shareholders  without the
prior approval of the Pennsylvania  Insurance Commissioner is limited by statute
to the  greater  of:  (a)  10  percent  of  its  statutory  surplus  as  regards
policyholders   as  shown  on  its  last  annual  statement  on  file  with  the
commissioner,  or (b) the net income as reported for the period  covered by such
annual  statement,  but shall not include pro rata  distribution of any class of
the insurer's own securities. Accordingly, the maximum dividend payout which may
be made in 2002 without prior Pennsylvania Commissioner approval is $10,609,021.

ITEM 6.  SELECTED FINANCIAL DATA

The  information  contained  in  "Selected  Financial  Data"  on  page 16 of the
Company's 2001 Annual Report is incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The  information  set forth on pages 17 through 25 of the Company's  2001 Annual
Report is incorporated herein by reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information set forth on pages 22 and 23 of the Company's 2001 Annual Report
is incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The 2001 Financial Statements and the Company's  Independent Auditors' Report on
pages 28 through 45 of the Company's 2001 Annual Report are incorporated  herein
by  reference,  as is the  unaudited  information  set forth in the Notes to the
Financial   Statements  under  the  caption  "Quarterly  Results  of  Operations
(Unaudited)" on pages 44 through 45.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None.


                                       8
<PAGE>



                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Erie  Insurance  Group  President  and CEO,  Stephen A. Milne,  retired from the
Company  effective  January 18, 2002. Jan R. Van Gorder,  Senior  Executive Vice
President,  Secretary and General  Counsel,  is acting President and CEO until a
new President  and CEO is selected.  Mr. Milne remains on the Board of Directors
of the Company and the Erie Indemnity Company,  the principal management company
of the Erie Insurance Group.

Directors  are  elected to one year  terms at the  Company's  annual  meeting of
Shareholders. Following are the Company's officers and directors:

<TABLE>
<CAPTION>

                                        Present Principal Position with Erie
Name and Age                            Family Life and Other Material Positions
as of 12/31/01                          Held During the Last Five Years

<S>                                     <C>
Samuel P. Black, III 1,3,4              Director since 1997. President,  Treasurer and Secretary,  Samuel
       59                               P.  Black &  Associates,  Inc.--insurance  agency;  Director--the
                                        Company, Erie Insurance Company, Flagship City Insurance Company,
                                        Erie  Insurance  Property & Casualty  Company and Erie  Indemnity
                                        Company, Attorney-in-Fact for Erie Insurance Exchange.

J. Ralph Borneman, Jr. 3,4              Director since  1992. President  and  Chief   Executive  Officer,
       63                               Body-Borneman Associates, Inc.,   insurance   agency.  President,
                                        Body-Borneman, Ltd. and Body-Borneman,  Inc., insurance agencies.
                                        Director--the  Company,  Erie  Insurance  Company, Erie Indemnity
                                        Company,  Attorney-in-Fact  for   Erie  Insurance  Exchange, Erie
                                        Insurance Company of New York and National Penn Bancshares.

John J. Brinling, Jr.                   Executive  Vice  President  of  the  Company since December 1990.
       54                               Division   Officer   1984 - Present.   Director--Erie   Insurance
                                        Company of New York.

Patricia Garrison-Corbin 2,4,5C         Director  since  2000.  President, P.G. Corbin  &  Company 1987 -
       54                               Present.  Director--the Company,  Erie Insurance Company and Erie
                                        Indemnity Company, Attorney-in-Fact for Erie Insurance Exchange.

Robert H. Dreyer                        Senior  Vice  President of the Company since 1990.  Chief Actuary
       64                               1983 - Present.

Philip A. Garcia                        Executive  Vice  President  and Chief  Financial  Officer  of the
       45                               Company,   Erie  Insurance   Company,   Erie  Indemnity  Company,
                                        Attorney-in-Fact  for  Erie  Insurance  Exchange,  Flagship  City
                                        Insurance Company, Erie Insurance Property & Casualty Company and
                                        Erie  Insurance  Company of New York since October  1997.  Senior
                                        Vice  President and  Controller  1993 - 1997.  Director--Flagship
                                        City  Insurance  Company,  Erie  Insurance  Property  &  Casualty
                                        Company and Erie Insurance Company of New York.

<FN>
1 Member of Executive Committee
2 Member of Audit Committee
3 Member of Executive Compensation Committee
4 Member of Nominating Committee
5 Member of Investment Committee
C Committee Chairman
</FN>

</TABLE>


                                       9
<PAGE>



<TABLE>
<CAPTION>

                                        Present Principal Position with Erie
Name and Age                            Family Life and Other Material Positions
as of 12/31/01                          Held During the Last Five Years

<S>                                     <C>
Susan Hirt Hagen 1,*                    Director  since 1980.  Managing  Partner,  Hagen,  Herr & Peppin,
       66                               Group Relations  Consultants since 1990;  Director--the  Company,
                                        Erie   Insurance    Company   and   Erie    Indemnity    Company,
                                        Attorney-in-Fact for Erie Insurance Exchange, since 1980.

F. William Hirt 1C,*                    Director since 1967.  Chairman of the Board of the Company,  Erie
       76                               Insurance Company,  Erie Indemnity Company,  Attorney-in-Fact for
                                        Erie  Insurance  Exchange,  Erie  Insurance  Property  & Casualty
                                        Company and Flagship City Insurance Company since September 1993;
                                        Chairman of the Board of Erie Insurance Company of New York since
                                        April 1994.  Chairman of the  Executive  Committee of the Company
                                        and  the  Erie  Indemnity  Company,   Attorney-in-Fact  for  Erie
                                        Insurance  Exchange since November  1990;  Interim  President and
                                        Chief Executive Officer of the Company,  Erie Indemnity  Company,
                                        Attorney-in-Fact  for Erie  Insurance  Exchange,  Erie  Insurance
                                        Company,  Erie Insurance  Property & Casualty  Company,  Flagship
                                        City  Insurance  Company and Erie  Insurance  Company of New York
                                        from January 1, 1996 to February 12, 1996; Chairman of the Board,
                                        Chief Executive  Officer and Chairman of the Executive  Committee
                                        of the Company, Erie Indemnity Company, Attorney-in-Fact for Erie
                                        Insurance  Exchange and Erie Insurance Company for more than five
                                        years  prior  thereto;   Director--the  Company,  Erie  Insurance
                                        Company, Flagship City Insurance Company, Erie Indemnity Company,
                                        Attorney-in-Fact  for Erie  Insurance  Exchange,  Erie  Insurance
                                        Property & Casualty  Company  and Erie  Insurance  Company of New
                                        York.

Samuel P. Katz 2,3                      Director  since  2000.  Chief  Executive   Officer,   Greater
       52                               Philadelphia  First,  July  2000  -  Present;  Managing  Partner,
                                        Wynnefield  Capital  Advisors,  Inc., 1997 - Present;  President,
                                        Entersport  Capital  Advisors  Inc.,  1997  -  Present;  Partner,
                                        Stafford  Capital  Partners,  L.P.  1994  -  1997;  Director--the
                                        Company,  Erie  Insurance  Company  and Erie  Indemnity  Company,
                                        Attorney-in-Fact for Erie Insurance Exchange.

Claude C. Lilly, III 2                  Director since 2000. Professor and Dean, Belk College of Business
       55                               Administration,  University of North  Carolina,  Charlotte 1997 -
                                        Present;  Professor,  Florida  State  University,  1978  -  1997.
                                        Director--the  Company, Erie Insurance Company and Erie Indemnity
                                        Company, Attorney-in-Fact for Erie Insurance Exchange.

<FN>
1 Member of Executive Committee
2 Member of Audit Committee
3 Member of  Executive Compensation Committee
* F. William Hirt is the brother of Susan Hirt Hagen.
C Committee Chairman
</FN>

</TABLE>


                                       10
<PAGE>



<TABLE>
<CAPTION>

                                        Present Principal Position with Erie
Name and Age                            Family Life and Other Material Positions
as of 12/31/01                          Held During the Last Five Years

<S>                                     <C>
Stephen A. Milne 1,5                    Director  since  1996.  Retired;  President  and Chief  Executive
       53                               Officer of the Company,  Erie Insurance  Company,  Erie Indemnity
                                        Company,  Attorney-in-Fact for Erie Insurance Exchange,  Flagship
                                        City  Insurance  Company,  Erie  Insurance  Property  &  Casualty
                                        Company and Erie Insurance Company of New York 1996 - January 18,
                                        2002;  Executive Vice  President of the Erie  Insurance  Company,
                                        Erie  Indemnity  Company,  Attorney-in-Fact  for  Erie  Insurance
                                        Exchange,   Flagship  City  Insurance  Company,   Erie  Insurance
                                        Property & Casualty  Company  and Erie  Insurance  Company of New
                                        York 1994 - 1996.  Director--the Company, Erie Insurance Company,
                                        Erie  Indemnity  Company,  Attorney-in-Fact  for  Erie  Insurance
                                        Exchange and Erie  Insurance  Company of New York,  Flagship City
                                        Insurance Company and Erie Insurance Property & Casualty Company.

Henry N. Nassau 1,5                     Director since 2000. General Counsel, Internet Capital Group 1999
       47                               -  Present;  Partner,  Dechert,  Price  &  Rhoads  1987  -  1999;
                                        Director--the  Company, Erie Insurance Company and Erie Indemnity
                                        Company, Attorney-in-Fact for Erie Insurance Exchange.

Timothy G. NeCastro                     Senior  Vice  President  and  Controller  of  the  Company,  Erie
       41                               Insurance Company,  Erie Indemnity Company,  Attorney-in-Fact for
                                        Erie Insurance  Exchange,  Flagship City Insurance Company,  Erie
                                        Insurance  Property & Casualty Company and Erie Insurance Company
                                        of New York since 1997.  Department Manager - Internal Audit 1996
                                        - 1997.

John M. Petersen 1,4C                   Director  since  1980.  Retired;  President  and Chief  Executive
       73                               Officer of the Company, Erie Indemnity Company,  Attorney-in-Fact
                                        for Erie Insurance  Exchange,  Erie Insurance  Company,  Flagship
                                        City  Insurance  Company and Erie  Insurance  Property & Casualty
                                        Company 1993 - 1995 and Erie Insurance Company of New York 1994 -
                                        1995;  President,  Treasurer and Chief  Financial  Officer of the
                                        Erie Indemnity Company,  Attorney-in-Fact  for the Erie Insurance
                                        Exchange,  Erie Insurance  Company and Erie Family Life Insurance
                                        Company 1990 - 1993, and of Flagship City  Insurance  Company and
                                        Erie Insurance  Property & Casualty  Company since 1992 and 1993,
                                        respectively,  to September 1993; President,  Treasurer and Chief
                                        Financial  Officer of the Company and Executive  Vice  President,
                                        Treasurer  and  Chief  Financial  Officer  of the Erie  Indemnity
                                        Company,  Attorney-in-Fact  for the Erie  Insurance  Exchange and
                                        Erie  Insurance  Company for more than five years prior  thereto;
                                        Director--the  Company,  Erie  Insurance  Company,  Flagship City
                                        Insurance Company,  Erie Indemnity Company,  Attorney-in-Fact for
                                        Erie  Insurance  Exchange,  Erie  Insurance  Property  & Casualty
                                        Company,  Erie  Insurance  Company  of  New  York,  and  Spectrum
                                        Control.

<FN>
1 Member of Executive Committee
4 Member of Nominating Committee
5 Member of Investment Committee
C Committee Chairman
</FN>

</TABLE>


                                       11
<PAGE>



<TABLE>
<CAPTION>

                                        Present Principal Position with Erie
Name and Age                            Family Life and Other Material Positions
as of 12/31/01                          Held During the Last Five Years

<S>                                     <C>
Jan R. Van Gorder 1                     Director since 1990. Acting President and Chief Executive Officer
       54                               of the Company, Erie Indemnity Company, Attorney-in-fact for Erie
                                        Insurance  Exchange,   Erie  Insurance  Company,   Flagship  City
                                        Insurance  Company,  Erie Insurance Property and Casualty Company
                                        and Erie  Insurance  Company of New York since  January 19, 2002.
                                        Senior Executive Vice President, Secretary and General Counsel of
                                        the Company,  Erie Indemnity Company,  Attorney-in-Fact  for Erie
                                        Insurance Exchange,  and Erie Insurance Company since 1990 and of
                                        Flagship City  Insurance  Company and Erie  Insurance  Property &
                                        Casualty  Company since 1992 and 1993,  respectively  and of Erie
                                        Insurance  Company of New York since 1994. Senior Vice President,
                                        Secretary  and General  Counsel of the  Company,  Erie  Insurance
                                        Company and Erie  Indemnity  Company,  Attorney-in-Fact  for Erie
                                        Insurance  Exchange  for more  than  five  years  prior  thereto;
                                        Director--the  Company,  Erie  Insurance  Company,  Flagship City
                                        Insurance  Company,  Erie Insurance  Property & Casualty Company,
                                        Erie Insurance  Company of New York and Erie  Indemnity  Company,
                                        Attorney-in-Fact for Erie Insurance Exchange.


Douglas F. Ziegler                      Senior Vice President,  Treasurer and Chief Investment Officer of
       51                               the Company  since 1993.  Senior Vice  President,  Treasurer  and
                                        Chief  Investment  Officer of the Erie  Insurance  Company,  Erie
                                        Indemnity Company,  Attorney-in-Fact for Erie Insurance Exchange,
                                        Flagship City  Insurance  Company and Erie  Insurance  Property &
                                        Casualty  Company  and  Erie  Insurance   Company  of  New  York.
                                        Director--Erie Insurance Company of New York.



Robert C. Wilburn 2C,3C,4,5             Director since 1999.  President and Chief Executive Officer,  the
       58                               Gettysburg  National  Battlefield  Museum  Foundation since 2001;
                                        Distinguished Service Professor, Carnegie Mellon University since
                                        1999;  Retired  President and Chief Executive  Officer,  Colonial
                                        Williamsburg Foundation 1992 - 1999; Director - the Company, Erie
                                        Insurance  Company and Erie Indemnity  Company,  Attorney-in-Fact
                                        for Erie Insurance Exchange.


<FN>
1 Member of Executive Committee
2 Member of Audit Committee
3 Member of Executive Compensation Committee
4 Member of Nominating Committee
5 Member of Investment Committee
C Committee Chairman
</FN>

</TABLE>


                                       12
<PAGE>



ITEM 11.  EXECUTIVE COMPENSATION

Summary Compensation Table

The  Company is a member of an  insurance  holding  company  system  pursuant to
Pennsylvania   law  under  which  insurance   companies  are  required  to  have
nominating,  audit and  executive  compensation  committees  composed  solely of
directors who are not officers,  employees or  controlling  shareholders  of the
Company or any entity controlling the Company.  Insurance  companies can satisfy
this  requirement  if the  insurance  company is  controlled  by an insurer or a
publicly held corporation that has committees that comply with this requirement.
EIC,  holder of 21.6% of the Company's stock directly and 53.5% of the Company's
stock as  attorney-in-fact  for the Exchange,  has  committees  which meet these
requirements.

The following table sets forth the compensation  during each of the three fiscal
years ended December 31, 2001, 2000, and 1999,  awarded to, earned by or paid to
the Chief  Executive  Officer of the  Company  and the four  other  most  highly
compensated  executive officers of the Company during 2001 for services rendered
in all capacities to the Company, Erie Indemnity Company (EIC), the Exchange and
their  subsidiaries  and  affiliates.  The executive and senior  officers of the
Company also participate in certain pension and deferred  compensation  plans of
EIC. All amounts presented in the Executive  Compensation  section,  herein, are
total payments received and earned for all entities of the Erie Insurance Group,
a portion  of which is borne by Erie  Family  Life  based on  allocation  of the
respective  work efforts of the  executive  officer.  All amounts  exhibited are
before individual income taxes.

<TABLE>
<CAPTION>
                                                             Annual Long-Term
                                                               Compensation

Name and                                                        Other Annual       Restricted       LTIP      All Other
Principal Position         Year        Salary       Bonus       Compensation      Stock Awards    Payments    Compensation
------------------------------------------------------------------------------------------------------------------------
                                                     (1)           (2)               (3)            (4)         (5)
<S>                        <C>      <C>          <C>           <C>               <C>           <C>          <C>
Stephen A. Milne (6)       2001     $   741,103  $   592,204   $    14,247       $   411,881   $   308,160  $    79,555
President and Chief        2000         677,606      627,417         5,913           162,971        73,476       74,145
Executive Officer          1999         633,600      495,201         2,595                 0             0       64,649

Jan R. Van Gorder (6)      2001     $   384,211  $   250,193   $     6,020       $   122,591   $   122,692  $    32,564
Senior Executive           2000         359,167      268,681         4,120            97,002        43,726       28,046
Vice President,            1999         335,482      150,653         2,614                 0             0       26,492
Secretary & General
Counsel

Jeffrey A. Ludrof          2001     $   309,463  $   202,971   $     2,534       $    65,125   $    63,042  $    19,023
Executive Vice             2000         273,985      203,145         1,362            48,173        21,715       18,265
President                  1999         216,432       95,769            76                 0             0       13,063

Philip A. Garcia           2001     $   280,457  $   184,102   $     3,397       $    76,441   $    66,777  $    18,148
Executive Vice             2000         262,177      198,593         1,813            45,222        20,398       14,809
President & Chief          1999         244,720      119,302           763                 0             0       13,475
Financial Officer

John J. Brinling Jr.       2001     $   260,408  $   147,452   $     2,688       $    81,830   $    82,350  $    30,040
Executive Vice             2000         248,530      160,129         2,246            64,807        30,780       29,375
President of EFL           1999         238,168      101,575         2,454                 0             0       24,875

</TABLE>

(1)  The amounts  indicated in the "Bonus" column above represent amounts earned
     by the named  executives  during  2001,  2000 and 1999,  under EIC's Annual
     Incentive Plan. The purpose of the Annual  Incentive Plan is to promote the
     best interests of the Exchange while enhancing  shareholder value of EIC by
     basing a portion of selected employees'  compensation on the performance of
     such  employee  and  EIC.  Performance  measures  are  established  by  the
     Executive  Compensation  Committee  based on the  attainment  of individual
     performance  goals and EIC's  financial  goals  compared to a selected peer
     group. The amounts indicated include reimbursement for minor perquisites in
     the  amounts of  $13,403,  $11,339,  $8,693,  $9,749 and $8,594 for Messrs.
     Milne, Van Gorder, Ludrof, Garcia, and Brinling, respectively.


                                       13
<PAGE>



(2)  Amounts  indicated  in  the "Other  Annual Compensation" column include the
     taxable  value of group term life  insurance  policies in excess of $50,000
     and the  associated tax  reimbursement  for the named  executive  officers.
     Amounts also include dividends paid on behalf of EIC's Long-Term  Incentive
     Plan.

(3)  The "Restricted  Stock Awards" column represents  Long-Term  Incentive Plan
     benefits expressed in dollar amounts using the closing price of EIC's stock
     as of the end of the  respective  year  ($29.81 at  December  31,  2000 and
     $38.49 at December 31, 2001) that remain restricted at the end of the year.
     For Messrs. Milne, Van Gorder, Ludrof, Garcia, and Brinling,  respectively,
     the number of shares awarded were:  10,701,  3,185,  1,692, 1,986 and 2,126
     for 2001. See "Long-Term  Incentive Plan" for a detailed description of the
     Plan.  Long-Term  Incentive Plan  dividends  earned in the current year are
     reported  in  "Other  Annual  Compensation"  when  paid  or in  "All  Other
     Compensation" when deferred.

(4)  The "LTIP Payments"  column  represents  Long-Term  Incentive Plan benefits
     that became  unrestricted  at the end of the year. The shares for 2000 were
     distributed  in January  2001 and the shares for 2001 were  distributed  in
     January  2002.  All of such shares were valued using the actual share price
     at the  time of  distribution.  The  number  of  shares  distributed  after
     withholding for income taxes for Messrs. Milne, Van Gorder,  Ludrof, Garcia
     and Brinling,  respectively,  were:  4,539,  2,180,  928, 1,186 and 685 for
     2001. Messr.  Brinling deferred the distribution of 543 shares valued using
     the share price at  December  31, 2000 and 1,075  shares  valued  using the
     share price as of December 31, 2001.

(5)  Amounts  shown in the "All  Other  Compensation"  column  include  matching
     contributions made by EIC pursuant to EIC's Employee Savings Plan, premiums
     paid by EIC on behalf of the named  individuals  on the split  dollar  life
     insurance policies, expenses for spousal travel, and deferred dividends and
     related  earnings.  For the year 2001,  contributions  made to the Employee
     Savings Plan amounted to $29,644, $15,368, $12,378, $11,218 and $10,416, on
     behalf  of  Messrs.  Milne,  Van  Gorder,   Ludrof,  Garcia  and  Brinling,
     respectively. For the year 2000, contributions made to the Employee Savings
     Plan amounted to $20,143,  $10,736,  $8,214, $7,831 and $7,456 on behalf of
     Messrs. Milne, Van Gorder, Ludrof, Garcia and Brinling,  respectively.  For
     the year 1999,  contributions made to the Employee Savings Plan amounted to
     $14,308,  $9,084, $6,365, $6,461 and $7,145 on behalf of Messrs. Milne, Van
     Gorder,  Ludrof,  Garcia and Brinling,  respectively.  Premiums paid during
     2001 for split  dollar  life  insurance  policies  for Messrs.  Milne,  Van
     Gorder, Ludrof, Garcia, and Brinling, respectively, were: $49,911, $17,196,
     $6,645, $6,930 and $17,538. Premiums paid during 2000 for split dollar life
     insurance  policies  for  Messrs.  Milne,  Van Gorder,  Ludrof,  Garcia and
     Brinling,  respectively,  were as follows: $50,132, $17,310, $6,674, $6,978
     and  $17,634.  Premiums  paid during 1999 for split  dollar life  insurance
     policies  for Messrs.  Milne,  Van  Gorder,  Ludrof,  Garcia and  Brinling,
     respectively,  were  as  follows:  $50,341,  $17,408,  $6,698,  $7,014  and
     $17,730.  The Company is entitled to recover the premiums from any proceeds
     paid on such  split  dollar  life  insurance  policies  and has  retained a
     collateral  interest in each policy to the extent of the premiums paid with
     respect to such policies.  Messr.  Brinling also had deferred  dividends of
     $1,967 and interest on deferred dividends of $119.

(6)  Mr. Milne served as President  and Chief  Executive  Officer from  February
     1996 until his  retirement  in January  2002.  Mr. Van Gorder became Acting
     President and Chief Executive Officer upon Mr. Milne's retirement.


                                       14
<PAGE>



Agreements with Executive Officers

The Company has employment  agreements with the following  executive officers of
the Company: Jan R. Van Gorder,  Senior Executive Vice President,  Secretary and
General  Counsel  of the  Company  and  currently  Acting  President  and  Chief
Executive  Officer;  Philip  A.  Garcia,  Executive  Vice  President  and  Chief
Financial Officer of the Company; Jeffrey A. Ludrof, Executive Vice President of
the Company and John J. Brinling,  Jr.,  Executive Vice President of Erie Family
Life.  At a meeting of the Board of Directors  held on December  11,  2001,  the
Board of Directors  extended  the term of each  executive  officer's  employment
agreement  for one year and  approved  benefits to be paid to Mr. Milne upon his
retirement. The employment agreements have the following principal terms:


(a)  A two-year  term  expiring  December  15,  2003,  unless the  agreement  is
     theretofore terminated in accordance with its terms, with or without cause,
     or due to the disability or death of the officer or notice of nonrenewal is
     given by EIC or the executive 30 days before any anniversary date;

(b)  A minimum annual base salary at least equal to the executive's  annual base
     salary at the time the agreement was executed,  subject to periodic  review
     to reflect the executive's  performance and  responsibilities,  competitive
     compensation levels and the impact of inflation;

(c)  The eligibility of the executive under the Company's incentive compensation
     programs and employee benefit plans;

(d)  The  establishment  of the terms and conditions  upon which the executive's
     employment may be terminated by EIC and the  compensation  of the executive
     in such  circumstances.  The  agreements  provide  generally,  among  other
     things,  that if the employment of an executive is terminated without Cause
     (as defined in the  agreement)  by EIC or by the  executive for Good Reason
     (as  defined in the  agreement)  then the  executive  shall be  entitled to
     receive:  (i) an amount  equal to the sum of three  times  the  executive's
     highest annual base salary during the preceding  three years plus an amount
     equal to three times the total of the executive's  highest award during the
     preceding three years under EIC's Annual  Incentive Plan; (ii) any award or
     other compensation to which the executive is entitled under EIC's Long-Term
     Incentive Plan;  (iii)  continuing  participation  in any employee  benefit
     plans for a period of three years  following  termination to the extent the
     executive and his dependents  were eligible to participate in such programs
     immediately prior to the executive's termination and (iv) immediate vesting
     and   nonforfeitability   of  accrued  benefits  under  EIC's  Supplemental
     Retirement Plan for Certain Members of the Erie Insurance Group  Retirement
     Plan for Employees ("Supplemental Employee Retirement Plan");

(e)  Provisions  relating  to  confidentiality  and  nondisclosure  following an
     executive's termination; and

(f)  An agreement by the  executive not to compete with the Company for a period
     of one year following his or her  termination,  unless such termination was
     without Cause.

Severance Recognition Award for Retired President and Chief Executive Officer

At a meeting held on December 11, 2001, the Board of Directors approved benefits
to be paid to Mr. Milne upon his  retirement  as President  and Chief  Executive
Officer of the Company on January 18, 2002.  These  benefits are  summarized  as
follows:

(a)  Cash.  A cash payment  equal to five times the sum of (i) Mr.  Milne's 2002
     base salary plus (ii) the amount payable to him under the Annual  Incentive
     Plan for 2001.

(b)  Insurance. Continuation of health, dental and vision insurance coverage for
     Mr. Milne and his spouse until they reach age 65.  Continuation  of current
     life insurance coverages for the remainder of Mr. Milne's life.


                                       15
<PAGE>



(c)  Supplemental  Employee Retirement Plan. Mr. Milne shall be credited with 30
     years of  service  in the  Supplemental  Employee  Retirement  Plan  (SERP)
     benefit  formula and will be eligible to receive the equivalent  payment of
     his SERP/pension benefit beginning immediately.  The SERP payment will be a
     100% joint and survivor benefit for Mr. Milne and his spouse.

(d)  Long-Term  Incentive Plan. Under the Long-Term  Incentive Plan (LTIP),  all
     open performance  periods applicable to Mr. Milne shall be deemed to end on
     December 31, 2002.  The value of Phantom Share Units under the LTIP will be
     calculated based on the shortened performance periods and paid to Mr. Milne
     in unrestricted  stock.  All vesting periods under the LTIP shall be deemed
     to end and shares of unrestricted stock shall be paid to Mr. Milne.

The  retirement  benefits for Mr.  Milne  charged to the Company in 2001 totaled
$748,581.

Stock Options and Stock Appreciation Rights

The Company does not have a stock option plan, nor has it ever granted any stock
option or stock  appreciation  right to any of the persons  named in the Summary
Compensation Table.

Long-Term Incentive Plan

The Company  participates  in a Long-Term  Incentive Plan sponsored by EIC. This
plan is designed to enhance the growth and profitability of EIC by providing the
incentive  of  long-term  rewards to key  employees  who are capable of having a
significant impact on the performance of EIC; to attract and retain employees of
outstanding  competence  and ability and to further  align the interests of such
employees  with  those of the  shareholders  of EIC.  The Plan was  approved  by
shareholders in 1997 as a performance-based plan under the Internal Revenue Code
of 1986, as amended (the Code).  Each of the named  executives  has been granted
awards of phantom share units under EIC's Long-Term  Incentive Plan based upon a
target award  calculated as a percentage  of the  executive's  base salary.  The
total value of any  phantom  share  units will be  determined  at the end of the
performance  period  based  upon the  growth in EIC's  retained  earnings.  Each
executive will then be entitled to receive  restricted  shares of Class A Common
Stock of EIC equal to the dollar value of the phantom  share units at the end of
the performance  period. The vesting period for the restricted shares of Class A
Common  Stock  issued  to each  executive  is three  years  after the end of the
performance period. If an executive ceases to be an employee prior to the end of
the performance  period, the executive forfeits all phantom share units awarded.
If an executive ceases to be an employee prior to the end of the vesting period,
the executive forfeits all unvested  restricted shares previously  granted.  The
following  table sets forth  target  awards  granted to EIC's five  highest paid
executive officers (i) for the three-year  performance period 2001 through 2003,
(ii) for the  three-year  performance  period of 2000 through 2002 and (iii) for
the three-year  performance  period of 1999 through 2001. The amount of expenses
allocated to the Company for the long-term  incentive plan amounted to $250,036,
$182,327 and $118,700 for 2001, 2000 and 1999, respectively.


                                       16
<PAGE>



<TABLE>
<CAPTION>

                                                   LONG-TERM INCENTIVE PLAN
                                                  AWARDS IN LAST FISCAL YEAR
-------------------------------------------------------------------------------------------------------------

Name                Number of Shares,           Performance                          Estimated Future Payouts
                      Units or Other           or Other Period                            Under Non-Stock
                          Rights (#)          Until Maturation                            Price-Based Plans
                                                   or Payout
-------------------------------------------------------------------------------------------------------------
                  Phantom Share Units                             Threshold          Target          Maximum
-------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                  <C>            <C>                  <C>
Milne, S.                    78,531              1999-2001            -0-            $420,000             (1)
                             96,634              2000-2002            -0-            $513,600             (1)
                             88,569              2001-2003            -0-            $549,552             (1)

Van Gorder, J.               33,014              1999-2001            -0-            $176,568             (1)
                             35,215              2000-2002            -0-            $187,162             (1)
                             32,276              2001-2003            -0-            $200,263             (1)

Garcia, P.                   23,653              1999-2001            -0-            $126,500             (1)
                             25,705              2000-2002            -0-            $136,620             (1)
                             23,560              2001-2003            -0-            $146,183             (1)

Brinling, J.                 23,371              1999-2001            -0-            $124,992             (1)
                             24,928              2000-2002            -0-            $132,492             (1)
                             22,207              2001-2003            -0-            $137,792             (1)

Ludrof, J.                   23,278              1999-2001            -0-            $124,498             (1)
                             25,705              2000-2002            -0-            $136,620             (1)
                             24,881              2001-2003            -0-            $154,381             (1)

<FN>
(1)       There is no  maximum  payout  limitation  for a  specific  performance
          period.  However, the maximum value of phantom share units that may be
          earned by any named executive in any year shall not exceed $500,000.
</FN>

</TABLE>


                                       17
<PAGE>



Pension Plan

The following table sets forth the estimated total annual benefits  payable upon
retirement  at age 65  under  the  Erie  Insurance  Group  Retirement  Plan  for
Employees and the  Supplemental  Employee  Retirement  Plan  (collectively,  the
"Retirement Plans").

                               PENSION PLAN TABLE

                                Years of Service

Remuneration           15                20               25                30
--------------------------------------------------------------------------------
$ 150,000         $  45,000        $   60,000       $   75,000        $   90,000
  200,000            60,000            80,000          100,000           120,000
  250,000            75,000           100,000          125,000           150,000
  300,000            90,000           120,000          150,000           180,000
  350,000           105,000           140,000          175,000           210,000
  400,000           120,000           160,000          200,000           240,000
  450,000           135,000           180,000          225,000           270,000
  500,000           150,000           200,000          250,000           300,000
  550,000           165,000           220,000          275,000           330,000
  600,000           180,000           240,000          300,000           360,000
  650,000           195,000           260,000          325,000           390,000
  700,000           210,000           280,000          350,000           420,000
  750,000           225,000           300,000          375,000           450,000
  800,000           240,000           320,000          400,000           480,000


The  compensation covered by the Retirement Plans is the base salary reported in
the Summary Compensation Table.

Under the  Retirement  Plans,  credited  years of service is capped at 30 years.
Credited  years of  service  for each of the  individuals  named in the  Summary
Compensation Table is as follows: Stephen A. Milne - 25 years, Jan R. Van Gorder
- 21 years,  John J. Brinling,  Jr. - 30 years,  Philip A. Garcia - 21 years and
Jeffrey A. Ludrof - 21 years.

The  benefits  under  the  Retirement   Plans  are  computed  on  the  basis  of
straight-life  annuity  amounts  and a  life  annuity  with a  ten-year  certain
benefit.  The  benefits  listed in the  Pension  Plan  Table are not  subject to
deduction for Social  Security or other offset  amounts.  The information in the
foregoing  table  does not  reflect  certain  limitations  imposed  by the Code.
Beginning in 1994,  the Code  prohibits  the  inclusion of earnings in excess of
$200,000 per year (adjusted  periodically  for cost of living  increases) in the
average  earnings used to calculate  benefits.  The Code also limits the maximum
annual pension (currently $160,000, but adjusted periodically for cost of living
increases) that can be paid to each eligible employee.  A Supplemental  Employee
Retirement  Plan for senior  management is in effect which provides  benefits in
excess of the earnings limitations imposed by the Code similar to those provided
to all other full time employees as if the Code  limitations were not in effect.
Those benefits are incorporated into the Pension Plan Table.

Director Compensation

The annual retainer for the directors of all members of the Group, including the
Company,  is $25,000,  plus $1,500 for each meeting attended and $1,500 for each
committee meeting attended plus an additional $2,000 per year for each committee
chairperson.  The directors are also  reimbursed for their expenses  incurred in
attending  meetings.  Officers  of the Company  who serve as  directors  are not
compensated  for  attendance  at  meetings  of the  Board of  Directors  and its
committees.  EIC also has a deferred  compensation plan for certain directors of
the Company.  The Company  receives an  allocated  portion of its share of these
charges.  The total amount  allocated to the Company in 2001 for directors  fees
and other charges was $109,787.  Director Petersen also is compensated  pursuant
to a consulting arrangement as disclosed in Item 13.


                                       18
<PAGE>



Compensation Committee Interlocks and Insider Participation

The Executive  Compensation  Committee  (the  "Compensation  Committee")  of the
Company presently consists of Robert C. Wilburn, Chairman, Samuel P. Black, III,
J.  Ralph  Borneman,  Jr.,  and Samuel P.  Katz.  No member of the  Compensation
Committee  is a former or current  officer or  employee of the Company or any of
its affiliates (1). Furthermore, no executive officer of the Company serves as a
member of a compensation  committee of another  entity,  one of whose  executive
officers serves on the Compensation  Committee, or as a director of the Company,
nor does any  executive  officer of the  Company  serve as a director of another
entity,  one of whose executive  officers serves on the Compensation  Committee.
Mr.  Borneman is the  President  and a principal  shareholder  of  Body-Borneman
Associates, Inc., Body-Borneman, Inc. and Body-Borneman,  Ltd., all of which are
independent insurance agencies representing a number of insurers,  including the
Company and its insurance affiliates. Mr. Black is the President,  Treasurer and
Secretary and a principal  shareholder  of Samuel P. Black &  Associates,  Inc.,
which is an  independent  insurance  agency  representing  a number of insurers,
including the Company and its insurance affiliates.


1.   J. Ralph  Borneman,  Jr. is an officer and a principal  shareholder  of the
     insurance  agencies named herein which receive  commissions in the ordinary
     course of business  from the Company.  Mr.  Borneman does not qualify as an
     outside  director  for purposes of  approving  performance-based  incentive
     plans as  qualified  under  section  162(m) of the Code.  Mr.  Borneman has
     excused  himself from voting on such plans as a member of the  Compensation
     Committee.

     Samuel P. Black,  III is an officer of the insurance  agencies named herein
     which  receive  commissions  in the  ordinary  course of business  from the
     Company.  Mr. Black does not qualify as an outside director for purposes of
     approving  performance-based  incentive  plans as qualified  under  section
     162(m) of the Code. Mr. Black has excused himself from voting on such plans
     as a member of the Compensation Committee.

Report of the Executive Compensation Committee of the Company

The Compensation Committee is charged with the duty of recommending to the Board
of Directors the  compensation of the three highest paid officers of the Company
and  such  other   officers  as  are  determined  by  the  Board  of  Directors;
recommending  to the  Board  of  Directors  all  forms  of  bonus  compensation,
including incentive  programs,  that would be appropriate for the Company and to
undertake such other  responsibilities  as may be delegated to the  Compensation
Committee by the Board of Directors.  The Board of Directors has  authorized the
Compensation  Committee  to consider the  compensation  of the four highest paid
officers, including the Chief Executive Officer. The purpose of the Compensation
Committee is to determine  the level and  composition  of  compensation  that is
sufficient to attract and retain top quality executives for the Company.

The  objectives of the Company's  executive  compensation  practices are to: (1)
attract,  reward and retain key executive  talent and (2) to motivate  executive
officers to perform to the best of their abilities and to achieve short-term and
long-term  corporate  objectives  that will  contribute  to the overall  goal of
enhancing shareholder value and policyholder security. To that end, compensation
comparisons  are  made to  benchmark  positions  at other  insurers  in terms of
compensation levels and composition of the total compensation mix.

Under Section  162(m) of the Code,  the Company is not allowed a federal  income
tax deduction for  compensation,  under certain  circumstances,  paid to certain
executive  officers to the extent that such compensation  exceeds $1 million per
officer in any fiscal year. In 1999, 2000 and 2001 no officer of the Company has
received  compensation  in excess of $1 million in any fiscal  year to date with
the exception of Stephen A. Milne,  former President and Chief Executive Officer
of the Company.  The Compensation  Committee may consider adopting policies with
respect to this limitation on deductibility when appropriate.


                                       19
<PAGE>



The Compensation  Committee  reviewed the salary ranges and base salaries of the
four highest paid executives,  including the Chief Executive  Officer,  in 2001.
The Compensation  Committee has position  descriptions for the four highest paid
executives of the Company,  including the Chief Executive Officer,  which define
the responsibilities and duties of each position. The position descriptions also
delineate the functional  areas of  accountability  and the  qualifications  and
skills required to perform such  responsibilities  and duties.  The Compensation
Committee then reviews the salary ranges for the Chief Executive Officer and the
other three  highest paid  executives,  comparing the ranges to third party data
compiled  for  similar  positions  with other  property  and  casualty  and life
insurers.  In reviewing the salary ranges for the four highest paid  executives,
including the Chief Executive  Officer,  the Compensation  Committee  references
Sibson's Management  Compensation Survey published annually by Sibson & Company,
Inc., which summarizes  compensation data for more than 100 insurance companies.
The data is reported by position,  company  asset size and premium  volume.  The
unique aspects of each position, its duties and responsibilities,  the effect on
the performance of the Company,  the number of employees supervised directly and
other  criteria  are  also   considered  in  setting  the  base  salaries.   The
Compensation  Committee  also  consulted  data  obtained from Towers  Perrin,  a
nationally  recognized  consulting firm with specific expertise in the insurance
industry, to make recommendations regarding executive compensation.

The  level  of  compensation  for each  executive  reflects  his or her  skills,
experience and job performance.  Normally, base salary will not be less than the
minimum for the salary range  established  for each position.  Executives with a
broader range of skills,  experience and consistently  high performance with the
Company may receive  compensation  above the midpoint for the established salary
range.

Compensation  for the Chief  Executive  Officer  consists  primarily  of salary,
annual incentive and long-term  incentive  payments and minor  perquisites which
amount to less than 10% of the Chief Executive  Officer's  salary and bonus. The
Board of Directors  approved  adoption of an annual incentive plan and long-term
incentive  plan for senior  executives  of EIC as  recommended  by the Executive
Committee at its meeting of March 11, 1997 (the "Annual  Incentive Plan" and the
"Long-Term Incentive Plan," respectively).

The purpose of the Annual Incentive Plan is to promote the best interests of the
Exchange while enhancing  shareholder value of EIC and to promote the attainment
of  significant  business  objectives  for EIC and its  affiliates  by  basing a
portion of the executives' compensation on the attainment of both premium growth
and underwriting  profitability  goals. The annual incentive awards will be paid
in cash  only.  Annual  Incentive  Plan  target  award  levels,  expressed  as a
percentage  of  base  salary,  are  established  annually  by  the  Compensation
Committee.  Payments under the Annual  Incentive Plan are based on a combination
of  individual  executive  performance  and  the  performance  of  EIC  and  its
affiliates.

The Long-Term  Incentive  Plan,  which was approved by shareholders on April 29,
1997,  for purposes of  qualifying  the plan as a  performance-based  plan under
Section 162(m) of the Code, is designed to maximize  returns to  shareholders by
linking  executive  compensation  to the  overall  profitability  of EIC and its
affiliates.  Target award amounts, expressed as a percentage of base salary, are
determined by  comparisons  to peer  companies and approved by the  Compensation
Committee.

Performance  factors  applicable  to the  Company  and its  affiliates,  such as
property  and casualty  insurance  loss ratios,  investment  portfolio  returns,
overall profitability, as well as other factors are considered in evaluating the
Chief Executive Officer's performance.  Such performance factors were considered
in approving Mr. Milne's 2001 compensation.  Compensation of the next three most
highly compensated  individuals is determined by the Compensation  Committee and
is based upon the factors and processes  enumerated,  i.e., a determination of a
salary range based upon market data and evaluation of the executive with respect
to the  executive's  job  description  and his or her position within the salary
range.

Compensation of the next highest paid executives (other than the Chief Executive
Officer and the next three highest paid  executives) is based upon the Company's
established  standard  compensation  policies  and  is  not  determined  by  the
Compensation Committee.

The Company's Executive Compensation Committee:

                Robert C. Wilburn, Chairman
                Samuel P. Black, III
                J. Ralph Borneman, Jr.
                Samuel P. Katz


                                       20
<PAGE>



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of 1/31/02

(a)      Shares beneficially owned directly or indirectly by all affiliates:

       Name & Address                   Shares
       of Beneficial                 Beneficially                  Percent of
           Owner                        Owned                         Class
     ------------------             ---------------                -----------

  Erie Indemnity Company              2,043,900 (1)                 21.6%(1)
  100 Erie Insurance Place               Direct
  Erie, PA  16530

  Erie Insurance Exchange             5,055,562 (1)                 53.5%(1)
  100 Erie Insurance Place               Direct
  Erie, PA  16530

(b)  Shares beneficially owned directly or indirectly by all Directors and
     Officers:

      Name & Address                      Shares
      of Beneficial                    Beneficially                Percent of
          Owner                           Owned                      Class
      ----------------               --------------                ----------


  Samuel P. Black, III                  132,397                      1.40%
  1091 Dutch Road
  Fairview, PA  16415

  J. Ralph Borneman                       1,536                       .02%
  160 N. Funk Road
  Boyertown, PA  19512

  Susan Hirt Hagen                      154,782 (3)                  1.64%
  5727 Grubb Rd.
  Erie, PA  16506

  F. William Hirt                       167,034                      1.77%
  3270 Kingston Court
  Erie, PA  16506

  Stephen A. Milne                          200                        --
  100 Culbertson Drive
  Lake City, PA 16423

  John M. Petersen                       92,141 (4)                   .98%
  124 Voyageur Dr.
  Erie, PA  16505

  Jan R. Van Gorder                          75                        --
  6796 Manchester Beach Road
  Fairview, PA  16415


                                       21
<PAGE>



(b)  Shares beneficially owned directly or indirectly by all Directors and
     Officers:

      Name & Address                      Shares
      of Beneficial                    Beneficially                Percent of
          Owner                           Owned                      Class
      ----------------               --------------                ----------


  Robert C. Wilburn                         500                        --
  P.O. Box 376
  Blairsville, PA  15717

  John J. Brinling, Jr.                   1,260                       .01%
  5691 Culpepper Drive
  Erie, PA  16506

  Robert H. Dreyer                          600                       .01%
  465 Hawthorne Trace
  Fairview, PA  16415

  Philip A. Garcia                        1,275                       .01%
  786 Stockbridge Drive
  Erie, PA  16505

  Douglas F. Ziegler                        570                        --
  378 Ridgeview Drive
  Erie, PA  16505

  Officers and directors
  as a group (12 persons)               552,370(2)                   5.85%(2)


      (1) The  Exchange is a reciprocal  insurance  exchange  controlled  by its
          subscribers,  each of whom has designated Erie Indemnity Company (EIC)
          as such subscriber's  attorney-in-fact for certain purposes, including
          EIC's holding of Common Stock of the Company.  There are two H.O. Hirt
          Trusts, one for the benefit of F. William Hirt and one for the benefit
          of Susan Hirt Hagen.  Each of the H.O. Hirt Trusts is the record owner
          of 1,170 shares of Class B Common Stock,  or 38.11% of the outstanding
          shares of EIC's Class B Common  Stock.  The trustees of the H.O.  Hirt
          Trusts  are F.  William  Hirt,  Susan Hirt  Hagen and  Banker's  Trust
          Company of New York.  Mr.  Hirt and Mrs.  Hagen,  who are  brother and
          sister,  are each the  beneficial  owner  of 1,170  shares  of Class B
          Common Stock held by the H.O. Hirt Trusts.  An additional 13.4% of the
          EIC voting stock is beneficially owned by Samuel P. Black, III.

      (2) Includes direct and indirect beneficial  ownership and shares owned by
          and with spouses.

      (3) Includes  300 shares held by Thomas B. Hagen,  Mrs.  Hagen's  husband.
          Mrs. Hagen disclaims  beneficial ownership of these shares held by Mr.
          Hagen.

      (4) Includes  30,000 shares held by Gertrude E. Petersen,  Mr.  Petersen's
          wife. Mr. Petersen disclaims beneficial ownership of these shares held
          by Mrs. Petersen.

(c)  There are no contractual arrangements known to the Company which may result
     in a change in control of the Company.


                                       22
<PAGE>



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Directors  Borneman and Black are officers and  principal  shareholders  of
     insurance  agencies  which receive  insurance  commissions  in the ordinary
     course of business  from Erie Family Life and its  affiliates in accordance
     with the companies'  standard  commission  schedules and agents' contracts.
     Such  payments  made in 2001 to the  agencies  for  commissions  written on
     insurance policies from the property and casualty  affiliated  insurers and
     Erie Family Life Insurance  Company amounted to $3,761,503 and $517,923 for
     the  Borneman  and the Black  insurance  agencies,  respectively.  Of these
     amounts,  the  Company  paid  commissions  of  $162,456  and  $7,501 to the
     Borneman and the Black insurance agencies, respectively.

     Director Borneman, in his capacity as an insurance agent, placed a worker's
     compensation  insurance  policy  covering  employees  of the  Company  with
     Fireman's Fund Insurance  Company.  Although director Borneman has received
     no compensation to date in connection with the placement of that policy, in
     the future he may be entitled to receive a commission  from  Fireman's Fund
     in accordance  with  Fireman's  Fund's  standard  commission  schedules and
     agents' contracts for placing that insurance policy.

     John M.  Petersen,  a director  and former  President  and Chief  Executive
     Officer,  and previous Chief Investment Officer of the Erie Insurance Group
     of  Companies,  who retired as an  employee of the Company on December  31,
     1995,  entered into a  consulting  arrangement  with the Company  effective
     January 2, 1996.  Under the terms of the  arrangement,  the Company engaged
     Mr. Petersen as a consultant to furnish the Company, the Exchange,  and EIC
     and its pension  trust,  with  investment  services  with  respect to their
     investments in common stocks.  As compensation for services rendered by Mr.
     Petersen,  a fee of .15 of 1 percent,  on an annualized basis, of the total
     fair market  value of the common  stocks under  management,  is paid to Mr.
     Petersen.  The Company also pays for all necessary and reasonable  expenses
     related  to  Mr.  Petersen's   consulting  services  performed  under  this
     arrangement.  The compensation  paid to Mr. Petersen under this arrangement
     in 2001 by the  Company,  the  Exchange,  EIC,  and the  pension  trust was
     $93,632, $4,584,610, $117,956 and $135,724, respectively.


                                       23
<PAGE>


                                     PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)       (1) The  following  financial statements of the Company and the report
          of independent certified public accountants are incorporated herein by
          reference  to  pages  28  through 45 in the Company's annual report to
          shareholders for the year ended December 31, 2001.

               Independent Auditors' Report
               Statements of Financial Position - December 31, 2001 and 2000
               Statements of Operations for the years ended December 31, 2001,
                2000 and 1999
               Statements of Cash Flows for the years ended December 31, 2001,
                2000 and 1999
               Statements of Shareholders' Equity for the years ended December
                31, 2001, 2000 and 1999
               Notes to Financial Statements

          (2) The  following  financial statement schedules are included in this
          report on FORM 10-K:

                                                                           Page

               Independent Auditors' Report on Schedules                    28

               Schedule I - Summary of Investments other than
               Investments in Related Parties                               29

               Schedule III - Supplementary Insurance Information           30

               Schedule IV - Reinsurance                                    32

          All  other  schedules  for  which  provision is made in the applicable
          accounting  regulation  of  the Securities and Exchange Commission are
          not  required  under the related instructions or are inapplicable, and
          therefore, have been omitted.

          (3) Exhibits:

          Exhibit
          Number           Description of Exhibit

            3.1*       Amended and Restated By-laws of Registrant

           10.1**      1997 Annual Incentive Plan of Erie Indemnity Company

           10.2**      Erie Indemnity Company Long-Term Incentive Plan

           10.3**      Employment  Agreement  effective  December  16,  1997  by
                       and between Erie Indemnity Company and Stephen A. Milne

           10.4**      Employment  Agreement  effective  December  16,  1997  by
                       and between Erie Indemnity Company and Jan R. Van Gorder

           10.5**      Employment  Agreement  effective  December  16,  1997  by
                       and between Erie Indemnity Company and Philip A. Garcia


                                       24
<PAGE>



           10.6**      Employment  Agreement  effective December 16, 1997 by and
                       between Erie Indemnity Company and John J. Brinling, Jr.

           10.7***     Employment  Agreement  effective  June  30, 1999  by  and
                       between Erie Indemnity Company and Jeffrey A. Ludrof

           10.8***     Employment Agreement effective  December 15, 1999 by  and
                       between Erie Indemnity Company and Douglas F. Ziegler

           10.9***     Addendum to Employment Agreement effective  December  15,
                       1999 by and between Erie Indemnity Company and Stephen A.
                       Milne

           10.10***    Addendum to Employment Agreement effective  December  15,
                       1999 by and between Erie Indemnity Company and Jan R. Van
                       Gorder

           10.11***    Addendum to Employment Agreement effective  December  15,
                       1999 by and between Erie Indemnity  Company and Philip A.
                       Garcia

           10.12***    Addendum to Employment Agreement effective  December  15,
                       1999  by  and  between Erie Indemnity Company and John J.
                       Brinling, Jr.

           10.13***    Addendum to Employment Agreement effective  December  15,
                       1999 by and between Erie Indemnity Company and Jeffrey A.
                       Ludrof

           10.14****   Addendum  to  Employment Agreement effective December 15,
                       2000 by and between Erie Indemnity Company and Stephen A.
                       Milne

           10.15****   Addendum  to  Employment Agreement effective December 15,
                       2000 by and between Erie Indemnity Company and Jan R. Van
                       Gorder

           10.16****   Addendum to Employment Agreement effective  December  15,
                       2000 by and between Erie Indemnity Company  and Philip A.
                       Garcia

           10.17****   Addendum to Employment Agreement effective  December  15,
                       2000  by  and  between Erie Indemnity Company and John J.
                       Brinling, Jr.

           10.18****   Addendum  to  Employment Agreement effective December 15,
                       2000 by and between Erie Indemnity Company and Jeffrey A.
                       Ludrof

           10.19****   Addendum  to  Employment Agreement effective December 15,
                       2000 by and between Erie Indemnity Company and Douglas F.
                       Ziegler

           10.20       Addendum to Employment Agreement effective  December  12,
                       2001 by and between Erie Indemnity Company and Stephen A.
                       Milne

           10.21       Addendum to Employment Agreement effective  December  12,
                       2001 by and between Erie Indemnity Company and Jan R. Van
                       Gorder

           10.22       Addendum to Employment Agreement effective  December  12,
                       2001 by and between Erie Indemnity Company  and Philip A.
                       Garcia

           10.23       Addendum to Employment Agreement effective  December  12,
                       2001  by  and  between Erie Indemnity Company and John J.
                       Brinling, Jr.


                                       25
<PAGE>


           10.24       Addendum to Employment Agreement  effective  December 12,
                       2001 by and between Erie Indemnity Company and Jeffrey A.
                       Ludrof

           10.25       Addendum to Employment Agreement  effective  December 12,
                       2001 by and between Erie Indemnity Company and Douglas F.
                       Ziegler

           10.26       Summary of termination benefits provided Stephen A. Milne
                       upon  voluntary  termination  from  active  employment on
                       January 18, 2002

              13       2001 Annual Report to Shareholders.  Reference is made to
                       the Annual Report furnished to the Commission, herewith.

            99.1****     Audit Committee Charter

------------------

*         Such exhibit is  incorporated  by reference to the like titled exhibit
          in the  Registrant's  Form  10-K  Annual  Report  for the  year  ended
          December 31, 1998 that was filed with the Commission on March 9, 1999.

**        Such exhibit is  incorporated  by reference to the like titled exhibit
          in the  Registrant's  Form  10-K  Annual  Report  for the  year  ended
          December  31,  1997 that was filed  with the  Commission  on March 11,
          1998.

***       Such exhibit is  incorporated  by reference to the like titled exhibit
          in the  Registrant's  Form  10-K  Annual  Report  for the  year  ended
          December  31,  1999 that was filed  with the  Commission  on March 28,
          2000.

****      Such exhibit is  incorporated  by reference to the like titled exhibit
          in the  Registrant's  Form  10-K  Annual  Report  for the  year  ended
          December  31,  2000 that was filed  with the  Commission  on March 19,
          2001.

          All exhibits for which provision is made in the applicable  accounting
          regulations of the Securities and Exchange Commission are not required
          under the related  instructions  or are  inapplicable,  and therefore,
          have been omitted.

(c)      Reports on Form 8-K.

          On December 12, 2001 the Company filed a report on Form 8-K, reporting
          under Item 5, that the Company  would  recognize  charges for realized
          capital losses related to the sale of certain impaired securities,  as
          well as,  realized  charges for  other-than-temporary  impairments  of
          equity and debt  securities  held in the Company's  available-for-sale
          investment portfolios.


                                       26
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date:  March 5, 2002       ERIE FAMILY LIFE INSURANCE COMPANY
                                  (Registrant)


                               Principal Officers


                               /s/ Jan R. Van Gorder
          Jan R. Van Gorder, Acting President and CEO, Executive Vice President,
                           Secretary & General Counsel


                               /s/ Philip A. Garcia
                 Philip A. Garcia, Executive Vice President & CFO


                               /s/ Timothy G. NeCastro
                 Timothy G. NeCastro, Senior Vice President & Controller


                               Board of Directors


/s/ Samuel P. Black, III                             /s/ Claude C. Lilly, III
    Samuel P. Black, III                                 Claude C. Lilly, III


/s/ J. Ralph Borneman, Jr.                           /s/ Stephen A. Milne
    J. Ralph Borneman, Jr.                               Stephen A. Milne


/s/ Patricia Garrison-Corbin                         /s/ Henry N. Nassau
    Patricia Garrison-Corbin                             Henry N. Nassau


/s/ Susan Hirt Hagen                                 /s/ John M. Petersen
    Susan Hirt Hagen                                     John M. Petersen


/s/ F. William Hirt                                  /s/ Jan R. Van Gorder
    F. William Hirt                                      Jan R. Van Gorder


/s/ Samuel P. Katz                                   /s/ Robert C. Wilburn
    Samuel P. Katz                                       Robert C. Wilburn


                                       27
<PAGE>



                          INDEPENDENT AUDITORS' REPORT


To The Board of Directors and Shareholders
Erie Family Life Insurance Company


We have  audited  the  Statements  of  Financial  Position  of Erie  Family Life
Insurance  Company  (Company)  as of December  31, 2001 and 2000 and the related
Statements of  Operations,  Shareholders'  Equity and Cash Flows for each of the
three years in the period  ended  December 31,  2001,  as  contained in the 2001
annual report,  incorporated  by reference in the annual report on Form 10-K for
the year ended December 31, 2001. In connection with our audits of the financial
statements, we also have audited the financial statement schedules, as listed in
the  accompanying  index.  These  financial  statements and financial  statement
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial  statements and financial  statement
schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Erie Family Life  Insurance
Company as of December 31, 2001 and 2000,  and the results of its operations and
its cash flows for each of the three years in the period ended December 31, 2001
in conformity with accounting principles generally accepted in the United States
of America. Also in our opinion, the related financial statement schedules, when
considered  in  relation  to the basic  financial  statements  taken as a whole,
present fairly, in all material respects, the information set forth therein.


/S/ Malin, Bergquist & Company, LLP
Malin, Bergquist & Company, LLP

Erie, Pennsylvania
February 7, 2002


                                       28
<PAGE>


<TABLE>
<CAPTION>

SCHEDULE I - SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN RELATED PARTIES


                                                                     December 31, 2001

                                                             Cost or                  Amount at which
                                                            Amortized       Market     Shown in the
Type of Investment                                             Cost         Value      Balance Sheet
----------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>            <C>
Fixed Maturities Available-for-sale
U. S. Treasuries                                         $   6,386,928  $   6,403,505  $   6,403,505
U. S. Government Agency                                     19,851,579     20,118,288     20,118,288
Special Revenue                                              8,028,160      8,380,356      8,380,356
Public Utilities                                            71,906,370     72,783,644     72,783,644
U. S. Banks, Trusts, and Insurance Companies               136,259,287    139,101,759    139,101,759
U. S. Industrial and Miscellaneous                         419,325,193    425,179,178    425,179,178
Foreign Governments - Agency                                 2,995,557      3,118,200      3,118,200
Foreign Banks, Trusts, and Insurance Companies               8,955,173      9,595,590      9,595,590
Foreign Industrial and Miscellaneous                        44,791,874     45,589,139     45,589,139
----------------------------------------------------------------------------------------------------
      Total Fixed Maturities available-for-sale          $ 718,500,121  $ 730,269,659  $ 730,269,659
----------------------------------------------------------------------------------------------------

Equity Securities

Common Stock:
U. S. Banks, Trusts and Insurance Companies              $   5,331,763  $   6,123,650  $   6,123,650
U. S. Industrial and Miscellaneous                          30,604,952     46,189,144     46,189,144
Public Utilities                                               416,500        360,000        360,000

Non-Redeemable Preferred Stocks:
U. S. Industrial and Miscellaneous                           8,603,423      9,315,450      9,315,450
Foreign Banks, Trusts and Insurance Companies               37,568,606     37,228,024     37,228,024
Foreign Industrial and Miscellaneous                         4,232,560      4,458,800      4,458,800
----------------------------------------------------------------------------------------------------
Total Equity Securities                                  $  86,757,804  $ 103,675,068  $ 103,675,068
----------------------------------------------------------------------------------------------------
Real Estate
   Investment Property                                   $   1,292,872  $   1,292,872  $   1,292,872
Policy Loans                                                 8,878,949      8,878,949      8,878,949
Mortgage Loans                                               7,357,362      7,357,362      7,357,362
Limited Partnerships                                        18,690,970     18,248,709     18,248,709
----------------------------------------------------------------------------------------------------
Total Investments                                        $ 841,478,078  $ 869,722,619  $ 869,722,619
----------------------------------------------------------------------------------------------------

</TABLE>


                                       29
<PAGE>


<TABLE>
<CAPTION>

SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION


                                                         At December 31,
                                ------------------------------------------------------------
                                   Deferred          Future
                                    Policy           Policy                         Other
                                 Acquisition       Benefits &      Unearned        Policy
Segment                             Costs           Deposits        Premium        Claims
--------------------------------------------------------------------------------------------
<S>                              <C>             <C>               <C>           <C>
2001
Ordinary Life Insurance          $ 82,422,633    $ 205,266,500     $ 211,571     $ 1,728,863
Accident & Health                           0           38,875             0               0
Group Life & Other                          0        2,532,238             0         221,000
Annuities                           9,592,286      636,849,508             0               0
Corporate                                   0                0             0               0
--------------------------------------------------------------------------------------------
     Total                       $ 92,014,919    $ 844,687,121     $ 211,571     $ 1,949,863
--------------------------------------------------------------------------------------------

2000
Ordinary Life Insurance          $ 76,186,624    $ 182,496,788     $ 133,629     $ 2,282,586
Group Life & Other                          0        2,125,073             0         191,000
Annuities                           8,536,549      584,174,301             0               0
Corporate                                   0                0             0               0
--------------------------------------------------------------------------------------------
     Total                       $ 84,723,173    $ 768,796,162     $ 133,629     $ 2,473,586
--------------------------------------------------------------------------------------------

1999
Ordinary Life Insurance          $ 68,227,117    $ 163,615,744     $ 152,484     $ 1,095,052
Group Life & Other                          0        1,934,223             0         209,500
Annuities                           9,361,203      569,218,451             0               0
Corporate                                   0                0             0               0
--------------------------------------------------------------------------------------------
     Total                       $ 77,588,320    $ 734,768,418     $ 152,484     $ 1,304,552
--------------------------------------------------------------------------------------------

</TABLE>


                                       30
<PAGE>



<TABLE>
<CAPTION>

SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION (CONTINUED)


                                                       For the Years Ended December 31,
                             -----------------------------------------------------------------------------------
                                                                                   Amortization
                                                      Net            Life &        of Deferred         Other
                                    Policy         Investment        Annuity       Acquisition       Operating
Segment                          Revenues (a)        Income         Benefits          Costs           Expenses
----------------------------------------------------------------------------------------------------------------
<S>                              <C>              <C>             <C>               <C>            <C>
2001
Ordinary Life Insurance          $ 43,693,034     $ 13,500,140    $ 25,044,662      $ 4,617,637     $ 14,142,436
Accident & Health                      35,208            1,378          20,944                0    (      13,130)
Group Life & Other                  2,759,826          160,961       3,245,753                0          260,457
Annuities                               2,712       42,318,132      35,209,692        1,200,425        1,597,481
Corporate                                   0        5,200,665               0                0                0
----------------------------------------------------------------------------------------------------------------
     Total                       $ 46,490,780     $ 61,181,276    $ 63,521,051      $ 5,818,062     $ 15,987,244
----------------------------------------------------------------------------------------------------------------

2000
Ordinary Life Insurance          $ 41,974,521     $ 11,635,149    $ 23,356,604      $ 3,391,694     $ 11,684,234
Group Life & Other                  2,560,180          134,268         958,087                0          255,700
Annuities                               2,023       38,255,613      33,659,401        1,752,845        1,490,971
Corporate                                   0        9,451,007               0                0                0
----------------------------------------------------------------------------------------------------------------
     Total                       $ 44,536,724     $ 59,476,037    $ 57,974,092      $ 5,144,539     $ 13,430,905
----------------------------------------------------------------------------------------------------------------

1999
Ordinary Life Insurance          $ 39,051,763     $ 10,237,994    $ 19,154,171      $ 3,321,111     $  8,478,603
Group Life & Other                  2,629,179          118,090       1,907,370                0          652,474
Annuities                               4,693       36,111,734      31,178,605        1,491,468        1,813,700
Corporate                                   0        8,812,224               0                0                0
----------------------------------------------------------------------------------------------------------------
     Total                       $ 41,685,635     $ 55,280,042    $ 52,240,146      $ 4,812,579     $ 10,944,777
----------------------------------------------------------------------------------------------------------------

<FN>
(a) Net of reinsurance ceded
</FN>

</TABLE>


                                       31
<PAGE>



<TABLE>
<CAPTION>

SCHEDULE IV - REINSURANCE
                                                                                                                  Percentage
                                                             Ceded to             Assumed                          of Amount
                                          Gross               Other             From Other            Net           Assumed
                                          Amount             Companies          Companies (1)        Amount          to Net
----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                   <C>                 <C>               <C>                    <C>
December 31, 2001
Life Insurance in force             $ 18,903,134,000      $ 4,112,150,000     $          0      $ 14,790,984,000       0.00%
Premiums for the year
  Life Insurance                          51,644,125            7,951,091                0            43,693,034       0.00%
  Annuities                                    2,712                    0                0                 2,712       0.00%
  Accident and Health                        142,327              107,119                0                35,208       0.00%
  Group Life & Other                       2,759,826                    0                0             2,759,826       0.00%
----------------------------------------------------------------------------------------------------------------------------
      Total Premiums                $     54,548,990      $     8,058,210     $          0      $     46,490,780       0.00%
----------------------------------------------------------------------------------------------------------------------------

December 31, 2000
Life Insurance in force             $ 16,509,613,000      $ 2,591,318,000     $          0      $ 13,918,295,000       0.00%
Premiums for the year
  Life Insurance                          46,683,551            4,710,619                0            41,972,932       0.00%
  Annuities                                    2,023                    0                0                 2,023       0.00%
  Accident and Health                          2,335                1,735                0                   600       0.00%
  Group Life & Other                       2,561,169                    0                0             2,561,169       0.00%
----------------------------------------------------------------------------------------------------------------------------
     Total Premiums                 $     49,249,078      $     4,712,354     $          0      $     44,536,724       0.00%
----------------------------------------------------------------------------------------------------------------------------

December 31, 1999
Life Insurance in force             $ 14,424,095,000      $ 1,425,913,000     $ 33,412,000      $ 13,031,594,000       0.26%
Premiums for the year
  Life Insurance                          42,972,242            3,920,479                0            39,051,763       0.00%
  Annuities                                    4,693                    0                0                 4,693       0.00%
  Accident and Health                              0                    0                0                     0       0.00%
  Group Life & Other                       2,512,912                    0          116,267             2,629,179       4.42%
----------------------------------------------------------------------------------------------------------------------------
      Total Premiums                $     45,489,847      $     3,920,479     $    116,267      $     41,685,635       0.28%
----------------------------------------------------------------------------------------------------------------------------

<FN>
(1) - The assumed business in prior years related solely to life insurance assumed from the Pennsylvania Employees'
      Group Life Insurance (PEGLI) pool. During 2000, the state recaptured this assumed business, thus, the Company
      no longer participates in the pool insuring the PEGLI.
</FN>

</TABLE>


                                       32
<PAGE>



                          EXHIBIT INDEX
            (Pursuant to Item 601 of Regulation S-K)
                                                                    Sequentially
Exhibit                                                               Numbered
Number    Description of Exhibit                                        Page

 3.1*     Amended and Restated By-laws of Registrant

10.1**    1997 Annual Incentive Plan of Erie Indemnity Company

10.2**    Erie Indemnity Company Long-Term Incentive Plan

10.3**    Employment Agreement effective December 16, 1997 by and
          between Erie Indemnity Company and Stephen A. Milne

10.4**    Employment Agreement effective December 16, 1997 by and
          between Erie Indemnity Company and Jan R. Van Gorder

10.5**    Employment Agreement effective December 16, 1997 by and
          between Erie Indemnity Company and Philip A. Garcia

10.6**    Employment Agreement effective December 16, 1997 by and
          between Erie Indemnity Company and John J. Brinling, Jr.

10.7***   Employment Agreement effective June 30, 1999 by and
          between Erie Indemnity Company and Jeffrey A. Ludrof

10.8***   Employment Agreement effective December 15, 1999 by and
          between Erie Indemnity Company and Douglas F. Ziegler

10.9***   Addendum to Employment Agreement effective December 15, 1999
          by and between Erie Indemnity Company and Stephen A. Milne

10.10***  Addendum to Employment Agreement effective December 15, 1999
          by and between Erie Indemnity Company and Jan R. Van Gorder

10.11***  Addendum to Employment Agreement effective December 15, 1999
          by and between Erie Indemnity Company and Philip A. Garcia

10.12***  Addendum to Employment Agreement effective December 15, 1999
          by and between Erie Indemnity Company and John J. Brinling, Jr.

10.13***  Addendum to Employment Agreement effective December 15, 1999
          by and between Erie Indemnity Company and Jeffrey A. Ludrof

10.14**** Addendum to Employment Agreement effective December 15, 2000
          by and between Erie Indemnity Company and Stephen A. Milne

10.15**** Addendum to Employment Agreement effective December 15, 2000
          by and between Erie Indemnity Company and Jan R. Van Gorder

10.16**** Addendum to Employment Agreement effective December 15, 2000
          by and between Erie Indemnity Company and Philip A. Garcia


                                       33
<PAGE>



                                                                    Sequentially
Exhibit                                                               Numbered
Number    Description of Exhibit                                        Page

10.17**** Addendum to Employment Agreement effective December 15, 2000
          by and between Erie Indemnity Company and John J. Brinling, Jr.

10.18**** Addendum to Employment Agreement effective December 15, 2000
          by and between Erie Indemnity Company and Jeffrey A. Ludrof

10.19**** Addendum to Employment Agreement effective December 15, 2000
          by and between Erie Indemnity Company and Douglas F. Ziegler

10.20     Addendum to Employment Agreement effective December 12, 2001      35
          by and between Erie Indemnity Company and Stephen A. Milne

10.21     Addendum to Employment Agreement effective December 12, 2001      36
          by and between Erie Indemnity Company and Jan R. Van Gorder

10.22     Addendum to Employment Agreement effective December 12, 2001      37
          by and between Erie Indemnity Company and Philip A. Garcia

10.23     Addendum to Employment Agreement effective December 12, 2001      38
          by and between Erie Indemnity Company and John J. Brinling, Jr.

10.24     Addendum to Employment Agreement effective December 12, 2001      39
          by and between Erie Indemnity Company and Jeffrey A. Ludrof

10.25     Addendum to Employment Agreement effective December 12, 2001      40
          by and between Erie Indemnity Company and Douglas F. Ziegler

10.26     Summary of termination benefits provided Stephen A. Milne upon    41
          voluntary termination from active employment on January 18, 2002

13        2001 Annual Report to Shareholders.  Reference is made to the     42
          Annual Report furnished to the Commission, herewith.

99.1****  Audit Committee Charter

*         Such  exhibit  is incorporated by reference to the like titled exhibit
          in  the  Registrant's  Form  10-K  Annual  Report  for  the year ended
          December 31, 1998 that was filed with the Commission on March 9, 1999.

**        Such  exhibit  is incorporated by reference to the like titled exhibit
          in  the  Registrant's  Form 10-K  Annual  Report  for  the  year ended
          December  31,  1997  that  was  filed with the Commission on March 11,
          1998.

***       Such  exhibit  is incorporated by reference to the like titled exhibit
          in  the  Registrant's  Form  10-K  Annual  Report  for  the year ended
          December  31,  1999  that  was  filed with the Commission on March 28,
          2000.

****      Such  exhibit  is incorporated by reference to the like titled exhibit
          in  the  Registrant's  Form  10-K  Annual  Report  for the year ended
          December  31,  2000  that  was  filed with the Commission on March 19,
          2001.

                                       34